labels: hutchison essar, vodafone
Ghosh, Singh clarify on Vodafone dealnews
09 March 2007

New Delhi: Asim Ghosh and Analjit Singh have told the government that Vodafone had bought only 52-per cent equity stake in Hutch-Essar and a bundle of "economic interest" in a block of 15 per cent held by the two. The bundle of economic interest includes non-convertible preference shares with a redemption value of $3.75 billion.

The clarification comes in response to queries from the finance ministry after UK''s Vodafone, announced acquisition of majority equity in Hutch-Essar, India''s fourth largest mobile operator, from Hong Kong-based Hutchison Telecom.

Ghosh has clarified that these shares were explicitly excluded from any sector-specific cap on foreign direct investment - 74 per cent in case of telecommunications - mandated by the government.

Vodafone will also take over substantial loan rights and obligations (they have given loans to Ghosh and Singh to buy the shares) which are secured by, among other things, put, call and subscription options.

In addition, Vodafone will also take over the rights on branding and non-compete clauses that are now enjoyed by Hutchison Telecom.

Ghosh and Singh have also clarified to the government that the "bundle of rights" to be acquired by Vodafone cannot be exercised without the approval of the regulatory authority and compliance with Indian laws including the Foreign Exchange Management Act and of course the sector-specific cap on FDI.

Singh and Ghosh told the finance ministry that they own the companies through which they hold the shares in Hutch-Essar, with unrestricted voting as well as dividend rights. The two together have a majority holding (62.75 per cent) in Telecom Investments Pvt Ltd, through which they hold shares in Hutchison-Essar, and have three of the five directors on the board. However, they did not have a voting arrangement or understanding with Hutch and will not have any with Vodafone.

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Ghosh, Singh clarify on Vodafone deal